17. Public Health License
17.1 Grant of a Public Health License. Awardee hereby grants the Public Health License to CEPI, on the condition that CEPI may only exercise the rights granted under the Public Health License in the following circumstances: (a) Awardee’s activities supported by CEPI under the Project have meaningfully advanced the Product; (b) the Awardee has not notified CEPI that it wishes to terminate the Agreement pursuant to Clause 20.2; and (c) one or more of the triggers set out in Clause 17.2 has occurred.
17.2 Public Health License Triggers. Consistent with Clause 17.1, CEPI’s right to exercise the Public Health License will be triggered when: (a) Awardee declines to participate in activities requested by CEPI under one or both of Clauses 16.2 or 16.3, (b) CEPI determines, in good faith, that Awardee will not be able to perform the activities under Clauses 16.2 or 16.3 if requested by CEPI; (c) thirty (30) days have passed since an Outbreak Notice and the Parties have not signed an agreement for the activities contemplated under Clauses 16.2 or 16.3, despite CEPI’s request; or (d) the Agreement is terminated by CEPI pursuant to Clause 20.2, 20.3a) or 20.3c).
17.3 Agreement with Trusted Collaborator. In the event that the Public Health License becomes exercisable in accordance with Clause 17.1, CEPI may endeavor to reach agreement with a Trusted Collaborator to perform such activities as CEPI may deem necessary. If those negotiations do not result, or CEPI deems that such negotiations are unlikely to result, in an agreement, then CEPI may grant rights under its Public Health License to a third party unilaterally designated as a Trusted Collaborator by CEPI, without reference to the Awardee.
17.4 The Awardee will: (a) identify Enabling Rights to CEPI as of the Effective Date and provide updates to the JMAG regarding the Enabling Rights during the course of the Project; (b) provide an updated list of Enabling Rights to CEPI in the event that the Public Health License becomes exercisable; and (c) make no encumbrances regarding ownership or access to Project Results or Enabling Rights that may be inconsistent with the Public Health License without the express written permission of CEPI, such permission not to be unreasonably withheld.